THE SPECTROSCOPY SOCIETY OF CANADA
GENERAL BY-LAWS

EXISTING BY-LAWS

  1. The By-Laws of the Society, as they existed prior to the enactment of the following By-Laws, are hereby repealed without affecting any action taken by or on behalf of the Society under the prior By-Laws.

  2. The corporate name of the Society is THE SPECTROSCOPY SOCIETY OF CANADA and/or LA SOCIÉTÉ DE SPECTROSCOPIE DU CANADA.

    OBJECTS

  3. The purpose and objects of the Society are:
    1. to foster the understanding and advancement of spectroscopy.
    2. to aid in promoting good fellowship among the members.

    CORPORATE STATUS

    1. The Society is incorporated under the Canada Corporations Act.
    2. The Seal of the Society is in the form of a circle and includes the letters SSC.
    3. The Head Office of the Society is in the City of Ottawa in the Province of Ontario, or at such place as may, from time to time, be determined by the Society, in accordance with the Canada Corporations Act.

    MEMBERSHIP

  5. Membership in the Society shall consist of:
    1. Honourary Life Members. Any person who has made an outstanding contribution to the advancement of the science of spectroscopy may, by unanimous vote of the Executive Committee, be elected an honourary member of the Society for life.
    2. Ordinary Members. Any person engaged in the study or application of the science of spectroscopy and who is interested in the purposes and objects of the Society is eligible for ordinary membership.
    3. Sustaining Members. Any corporate body, firm, or institution, engaged in the study or application of the science of spectroscopy, and interested in the advancement of the science of spectroscopy is eligible for sustaining membership.
    4. Retired Members. Any person having retired from active work, by virtue of age and being a member of the Society in good standing for an aggregate of not less than twenty years, is eligible for retired membership for life.
    5. Student Members. Any student who is interested in the purpose and objects of the Society and is enroled in a course of studies leading to a degree or diploma from an accredited university or technical school, is eligible for student membership.

    FEES

    1. Honourary members are exempt from the payment of membership fees.
    2. Ordinary members shall pay an annual membership fee whose amount is determined at each Annual General Meeting for the ensuing fiscal year, by a recommendation of the Executive Committee supported by a two-thirds majority of all members present and voting. Where an ordinary member is associated with a local section of the Society, a proportion of the membership fee shall be remitted by the Treasurer to the local section. The proportion to be remitted shall be determined by a two-thirds majority vote at each Annual General Meeting.
    3. Sustaining members shall pay an annual membership fee whose amount is determined by a two-thirds majority vote at each Annual General Meeting of the Society. Where a sustaining member is associated with a local section, a proportion of the membership fee shall be remitted by the Treasurer to the local section. The proportion to be remitted shall be determined by a two-thirds majority vote at each Annual General Meeting. Each sustaining member shall notify the Secretary of the name and address of the person who is to serve as its representative.

  7. The Society's membership and fiscal year is the calendar year. All membership fees are payable in advance on January 1 of each year and are not refundable. However, in the first year of membership, a member joining after July 1 is eligible to pay one-half the membership fee for that year.

  8. A member who fails to pay the prescribed fees within the first three months of the year will lose his voting rights and cease to receive the Society's Journal. After twelve months in arrears, membership in the Society shall be revoked.The Executive Committee may authorize reinstatement as a member upon payment by such person of a nominal reinstatement fee, as set by the Executive Committee, which shall not exceed one year's membership fee. At the discretion of the Executive Committee, the payment of these fees may, in particular cases, be waived.

    SUSPENSION AND TERMINATION OF MEMBERSHIP

  9. A member may withdraw from membership in the Society by a resignation in writing addressed to the Secretary.

  10. For specific cause, the Executive Committee may, by a two-thirds majority vote to suspend a member. Should the cause be felt to warrant expulsion, the suspended member shall be given notice to make representation to the Executive Committee before action of termination is taken. Termination will be by a two-thirds majority vote of the Executive Committee.

    EXECUTIVE COMMITTEE

  11. The affairs of the Society shall be governed by a Board of Directors called the Executive Committee and consisting of: The Society's President, Vice-President, Immediate Past President, Secretary and Treasurer; up to two representatives from each local section, being the Chairman and Vice-Chairman or two Directors or any combination of these not exceeding two persons; and one Regional Director from each of the regions serving members at large of the Society, for the time being comprising Western Canada, Ontario, Quebec and the Maritime Provinces.

    A vacancy occurring during the term of office may be filled by the Board of Directors.

  12. The Executive Committee shall direct the activities of the Society, exercising all such powers of the Society which are not, by the Canada Corporations Act or these By-Laws, required to be exercised by the members at General Meetings; and may appoint such ad-hoc and standing committees as it may deem necessary for the purposes of the Society. These may include committees concerned with finance membership, awards, the Society's Journal, and Symposia. The Chairman and the majority of members of such committees shall be members in good standing of the Society. The Chairman shall be responsible to, and report to, the Executive Committee. The Chairman of these Committees shall be appointed or the incumbent reconfirmed by the President, annually.

    NATIONAL OFFICERS

  13. The elected national officers of the Society shall be the President, Vice-President, Secretary and Treasurer. Such other officers, as may be required from time to time, may be temporarily appointed by the Executive Committee for subsequent approval at the next Annual General Meeting.

    PRESIDENT'S DUTIES

  14. The President shall be the chief executive officer of the Society. He shall preside at all meetings of the Executive Committee and of the whole Society, and shall have the general supervision of the business of the Society. He shall prepare the agenda for meetings of the Executive Committee and supervise the implementing of all orders and resolutions of the Executive Committee.

    He shall appoint or may annually reconfirm the Chairmen of all committees and be, ex-officio, a member of all committees. He shall, with the Secretary or other officer designated for the purpose, sign all documents requiring the signature of officers of the Society.

    VICE-PRESIDENT'S DUTIES

  15. The Vice-President shall, in the absence or disability of the President or at his request, perform the duties and exercise the powers of the President, and shall perform such other duties as may, from time to time, be assigned to him by the Executive Committee.

    SECRETARY'S DUTIES

  16. The Secretary shall keep accurate and complete records of the affairs of the Society. He shall conduct the correspondence of the Society, issue notices of meetings of the whole Society and of the Executive Committee, and shall organize the annual elections for national officers and directors. He shall have custody of the Seal of the Society and shall certify all documents requiring such Seal.

    TREASURER'S DUTIES

    1. The Treasurer shall be charged with the general supervision of the funds of the Society. He shall be the Chairman of the Finance Advisory Committee, which shall make recommendations to the Executive Committee, as to the investment and growth of funds, methods of financing Society activities, and finance policy generally.
    2. He shall receive all monies due to the Society, and shall pay such sums as may be directed by the Executive Committee. He shall keep an account of all the receipts and payments, and shall produce such accounts at any meeting of the Executive Committee, if so requested.
    3. He shall prepare and present annually to the Executive Committee a duly audited financial statement of the affairs of the Society as at the end of the fiscal year, thirty-first day of December, and subsequently for reading at the next following Annual General Meeting.
    4. He shall sign, in conjunction with the President and/or the Secretary, all cheques, bills of exchange, and other negotiable items having bearing upon the Society.
    5. He shall deposit all monies payable to or accruing to the Society at such chartered bank or banks as the Executive Committee may direct, and only to the credit of the Society by the signature of the Treasurer or such officers as may be directed to perform this duty by the Executive Committee.
    6. He shall be responsible for the direct or indirect issuing of all invoices and receipts for dues and other payments payable to the Society.

      He shall maintain the current register of the membership of the Society and shall have issued annually prior to elections, an up-to-date membership list.

    7. He shall collaborate with the local section treasurers, and all Chairmen of Committees, on matters pertaining to the financial affairs of the Society. He shall maintain contact with the Secretary and Membership Chairman on matters pertaining to membership status in the Society.

  18. When, because of illness, absence, or other cause, the Secretary or the Treasurer is unable to perform his duties for a period of one month or more, the Executive Committee may appoint an assistant Secretary or Treasurer and the person so appointed shall have, for the time being, the powers and shall perform the duties of the officer whom he is replacing.

    DIRECTOR'S DUTIES

  19. The Directors are members of the Executive Committee and shall direct the activities of the Society along with the other national officers.

    EXECUTIVE COMMITTEE - GENERAL

    1. Directors as such shall not receive any stated renumeration, but expenses of their attendance at each regular or special meeting of the Board of Directors may be authorized by the Executive Committee.
    2. Any Director (or officer) may, at any time, be removed from office with or without cause by resolutions passed at a general meeting of members called for the purpose, by a two-thirds majority vote, and a Director (or officer) may be elected at such general meeting to fill the vacancy caused.
    3. The remuneration of officers, agents and employees shall be fixed by the Executive Committee by resolution. Such resolution shall have force and effect only until the next annual or special general meeting of members when it shall be confirmed by resolution of the members, and in the absence of such confirmation by the members, then the remuneration to such officers, agents, or employees shall cease to be payable from the date of such meeting of members.

    AUDITORS

  21. The members shall, at each Annual Meeting, appoint an auditor to audit the accounts of the Society to hold office until the next Annual Meeting, provided that the Executive Committee may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Executive Committees.

    BORROWING

  22. The Executive Committee of the Corporation may, from time to time:
    1. Borrow money upon the credit of the Corporation.
    2. Limit or increase the amount to be borrowed.
    3. Issue bonds, debentures, debenture stock or other securities of the Corporation in such amounts and upon such terms and pledge or sell the same for such sums and at such prices as the Directors may deem expedient.
    4. Secure any such bonds, debentures, debenture stock or other securities or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.
    5. Delegate to such one or more of the officers and Directors of the Corporation as may be designated by the Directors, all or any of the powers conferred by the foregoing clauses of this By-Law to such extent and in such manner as the Directors shall determine at the time of each such delegation.
    6. Give indemnities to any Director or other person who has undertaken or is about to undertake any liability on behalf of the Company and secure any such Director or other person against loss by giving him by way of security a mortgage or charge upon all of the currently owned or subsequent acquired real and personal, movable or immovable, property of the Corporation, and the undertaking and rights of the Corporation.

    ELECTIONS

  23. The right to vote and hold office in the Society shall be open only to members in good standing.

  24. The election of national officers and regional directors shall be held annually. The Secretary shall give members advance notice of such elections and call for nominees by not later than February 1 in each year. No person shall hold the same office more than three consecutive years. All newly-elected national officers and regional directors shall enter into office and take over their duties on the first day of June following their election.

  25. A nominating committee, consisting of two members who are not officers of the Society and the Past President or his substitute, shall be appointed by the Executive Committee by January 1 each year.

  26. The nominating committee shall submit to the President on or before March 1, a list of nominees for the election of national officers and regional directors. The list shall contain the name of at least one nominee for each of the offices of President, Vice-President, Secretary, Treasurer, and the Regional Directors. Any five or more members may make further nominations for any or all of these offices. All such nominations must be lodged with the Secretary not later than March 1 in each year. Where one member only is nominated for any office, such member shall be deemed to have been elected to that office.

  27. On or before April 1 in each year, the Secretary shall prepare and send by post to each member in good standing, a list of nominations submitted by the nominating committee and all further nominations, and one ballot form for use by the member in the election. Each member shall be entitled to vote for one candidate for each of the offices and positions to be filled, except that votes for each Regional Director shall be valid only from members at large in the respective region.

    Completed ballots shall be returned in the envelope provided for that purpose and only those which reach the Secretary on or before May 1 shall be validated and counted.

    1. As soon as possible after May 1 in each year, the Secretary shall verify the eligibility of the members who have voted in the election of National Officers and Regional Directors. The ballots shall then be counted and tabulated. The results of the election shall be reported promptly by the Secretary to the President and to the candidates.
    2. As soon as possible after June 1, in each year, by which time elections of the local section officers and Directors shall have been completed, the complete list of National and local officers and Directors who have been elected shall be published by the Secretary.

    MEETINGS

  29. The Annual General Meeting of the members of the Society shall be held at such time and place as may be designated by the Executive Committee. Special general meetings of the members may also be held at such times as the Executive Committee may deem necessary. Fourteen days' notice of every general meeting shall be mailed by the Secretary to each member of the Society. Notice of special general meetings shall designate the reasons for holding such meetings and the time and place at which they shall be held. Fifteen members of the Society who are entitled to vote and who are in attendance at any general meeting shall constitute a quorum.

  30. There shall be presented to the Annual General Meeting the report of the Immediate Past President on Society activities during the past fiscal year, and the report of the President, the Secretary, the Treasurer, the Auditor and of such committees as may have operated during the current fiscal year. The meeting may also consider such ordinary business as may be brought before it, and such special business or motions of which at least thirty days's notice has been given to the Secretary to allow for their inclusion in the agenda. The agenda for the meeting shall be prepared by the Secretary and approved by the President.

  31. When such action is deemed necessary, or desirable by the Executive Committee, a mail ballot of the members in good standing may be taken in respect of any matter affecting the interests of the Society. An interval of thirty days shall be allowed between the time the ballots are mailed by the Secretary and the time the returned ballots are received by him. Ballots received by the Secretary after the expiration of the said thirty-day period shall not be counted.

  32. The Executive Committee shall meet at the place of, and immediately before, the Annual General Meeting of the members, and at least three other times annually. Special meetings of the Executive Committee may be held whenever necessary at such time and place as may be designated by the President. Five members of the Executive Committee, so long as the majority does not represent one local section only, shall constitute a quorum at any meeting thereof.

    LOCAL SECTIONS

  33. Local sections may be established with the approval of the Executive Committee on the written request of at least ten members of the Society.

  34. Members who do not choose affiliation with any local section are deemed to be members at large.

  35. Each local section, shall on or before June 1 in each year, elect a local section committee comprising a Chairman, a Vice-Chairman, a Secretary, a Treasurer and the number of directors in accordance with By-Law 11. Members elected to these positions shall take over the duties of their respective offices immediately following their election. In the event of the disability of any such officer or Director of a local section, a substitute may be appointed with the approval of the local section committee.

    PUBLICATIONS

  36. The Society shall have published under its auspices, a technical and scientific journal in keeping with the aims and objectives of the Society. A copy of each issue of the journal shall be mailed to each member in good standing of the Society.

  37. The Executive Committee shall appoint the Editor-in-Chief of the journal, who shall be a member in good standing of the Society or shall become a member prior to his appointment. He shall be responsible to and take administrative direction from the President. The Editor-in-Chief shall be assisted by a Board of Editors who shall be appointed by him.

    CERTIFICATION OF DOCUMENTS

  38. All contracts, documents and instruments in writing made on behalf of the Society shall bear the signatures of the President or Vice-President and of the Secretary or the Treasurer; and all contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization of formality.

    The Executive Committee shall have power, from time to time, by By-Law, to appoint an officer or officers on behalf of the Society either to sign contracts, documents and instruments in writing generally, or to sign specific contracts, documents and instruments in writing. The Seal of the Society may, when required, be affixed to contracts, documents and instruments in writing so signed.

    RULES AND REGULATIONS

  39. The Executive Committee may make such rules and regulations not inconsistent with these By-Laws relating to the management and operation of the Society as it deems expedient, but such rules and regulations shall have force and effect only until the next election of officers, when they shall be confirmed by a separate ballot of the members, and in default of confirmation shall at and from that time, cease to have force and effect.

    DISSOLUTION

  40. The Society shall not be wound-up or dissolved unless such winding-up or dissolution shall be approved by a two-thirds majority ballot of all members in good standing. Notice of the proposal to dissolve shall be mailed to all such members at least four months before the date fixed for the vote. Voting shall be by mail ballot.

  41. In the event of winding-up or dissolution of the Society, all of the assets then owned by the Society shall be distributed by the Executive Committee among selected institutions in Canada, having as an object the advancement of the natural sciences.

    REVISIONS OF BY-LAWS

  42. The By-Laws of the Society may be revised or amended and new By-Laws may be enacted if approved and confirmed by at least two-thirds majority ballot of all voting members in good standing, who vote thereon. Notice of every such proposal shall be mailed to all such members at least two months before the date fixed for the vote. Provided, however, that no new By-Law or amendment shall be enforced or acted upon until it has received the approval of the Minister of Consumer and Corporate Affairs.

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